Terms of Service
This Agreement was last modified on October 4, 2019.
Please read these Terms of Service (“Agreement”, “Terms of Service”) carefully before using vaguelyvegan.net (“the Site”) operated by Vaguely Vegan, LLC (“us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of the Site at vaguelyvegan.net.
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms of Service. Capitalized terms are defined in this Agreement.
Our Affiliate Program (the “Program”) is meant to encourage you to promote our products, to bring us to new audiences and to make sure that you are rewarded for your activity. It does not create any relationship between us apart from independent contractors; you are not our employee, nor do we have a partnership: if we approve your participation in this program, you are an independent contractor.
This means you should pay all applicable taxes, make sure that you have proper insurance, and not make any statement on our behalf. It also means that we will pay you the sums we agree upon specific dates.
Please understand that our liability to you is limited, as stated in our terms of service, and that we are non-exclusive; we can find other affiliates, and you can market other products.
Scope of the Affiliate Relationship
When joining the program, and upon our approval, you will be appointed as a non-exclusive affiliate, and you shall act to refer new potential customers to purchase our products and services. As our affiliate, you may not present yourself as a part of Vaguely Vegan, LLC, and may not create any obligation on behalf of Vaguely Vegan, LLC.
Your participation is personal, meaning that you cannot have sub-affiliates or share your affiliate fees with anyone else.
You shall invest reasonable time in promoting our products and services, and do it with good quality; if we find that your promotional material is problematic, offensive, illegal or otherwise objectionable, we may terminate your participation in the program.
You represent and warrant that you are able to participate in the program, that you will only act in a legal, bona fide manner and that you will not infringe on any intellectual property right or act in any deceptive practice when participating in it.
Promotional Materials and Intellectual Property
We reserve all our Intellectual Property Rights; and we provide our affiliates a limited, temporary, non-exclusive, non-transferrable, non-sublicensable license to use our trademark, brand name, and promotional materials, and such license is limited only to the use in promoting our products and services with our permitted banners.
This means that you cannot use our Intellectual Property Rights with another brand name or as a bundled project. It also means that you cannot allow others to use the content we licensed to you.
You may only use the permitted banners and promotional material that we provide you as a part of our gallery.
All promotional materials must include a link to our website.
We reserve the right to terminate your affiliation with Vaguely Vegan, LLC (i.e., your membership in the Program), at any time, by providing you with notice of such termination (to the email account with which you applied to the Program), and with immediate effect, at Vaguely Vegan, LLC’s sole discretion. When we terminate our relationship, you must cease using all of our Intellectual Property Rights.
Upon termination due to breach (save for termination due to inactivity), we shall retain all funds in your account.
Termination for Inactivity
In case we believe that your account is inactive, meaning it did not earn any commission or receive any visits using your referral link, then we may decide to close down your account. In such case, your pending balance, if not exceeding the payment threshold, will not be paid. We will not use this right without providing you notice of at least 14 days, allowing you the time to market and promote your referral links and restore your “active” status.
Each affiliate will be provided with a fixed affiliate commission that we will notify in writing. We may change this commission at any time based on our own discretion. Such changes will not be retroactive.
We pay our commission for qualified leads; a qualified lead is a new customer, who subscribed to our platform within a certain duration of days of clicking a permitted banner you placed, and who made a purchase of any of our goods and services; all, provided that we were not introduced to this customer by any other affiliate or that he did not subscribe to our website of his own volition prior to his click.
The commission shall be calculated out of our net revenues from your qualified leads, which means our total revenues, minus taxes, chargebacks, cancellations, bad debt, collection costs, clearing costs and payments made in order to collect the payment.
The means of tracking your qualified leads shall be by placing a banner that includes your tracking tags, pixels, and code we provide you.
You agree that our books and records are deemed as accurate and that our tracking is final.
Your commission is calculated only upon payment to you. Until then, the expected payment is not an obligation from us to you, but an estimation of future revenues.
We pay our affiliates on a monthly basis when their commissions reach a threshold that we determine and post on our website. The payment shall be made via PayPal or any other method we agree upon.
Until the payment is made, the sums specified on your account are not considered debt, and shall not be paid until you reach that threshold.
You shall bear all taxes and expenses relating to the payment, including any fees which may be incurred by your bank.
You are required by law to provide us with an invoice upon payment.
If we provide a qualified lead with a refund, then we may deduct the commission from your future payment, or request that you return such fees. You also agree that we may offset any sums that you may owe us from any future payments.
Each party shall bear its own expenses, and the commission you are entitled to is the sole payment you receive in relation to your services.
We consider the following as “bad practices” which are prohibited and will cause automatic termination of your participation in this program, as well as forfeiture of all sums you are entitled to.
Please note that if at any time we believe that you acted in bad faith or illegally, we may also cancel your participation and withhold all payments.
The following are considered bad practices: (i) using deceptive practices, encouraging users to click banners or use of any automated means to create traffic; (ii) presenting yourself as a part of Vaguely Vegan, LLC; (iii) using the Vaguely Vegan, LLC brand in a non approved way or presenting unpermitted banners; (iv) using domain names that imply any link to the Vaguely Vegan, LLC brand; (v) spamming; (vi) buying traffic; (vii) using paid search or keyword advertising using our Intellectual Property Rights or brand name to drive traffic to your site or to the banners; (viii) offering coupons or discounts without our consent;offering others a part of your commission; (ix) placing your unique affiliate link in themes, templates on the WordPress Dashboard and/or any other WordPress software.
This list is non-exhaustive, and we may add any practice that we believe is bad. Bad Practices also include any illegal or unauthorized advertising, infringing intellectual property rights, invading users’ privacy, or otherwise using any advertising in violation of local laws and regulations.
Our relationship is confidential; meaning that your commission is confidential, the fact that we paid you is not. You should add a decent disclosure if required by law that you receive a commission for every click on our banner, but you should not tell others what is your specific commission.
The Site and its original content, features and functionality are owned by Vaguely Vegan, LLC and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Links To Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by Vaguely Vegan, LLC.
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of United States, without giving effect to any principles of conflicts of law.
Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms of Service by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Service.
Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.
If you have any questions about this Agreement, please contact us.